In this Agreement, the following words have their corresponding meanings:

Agreement / Terms and Conditions means your agreement with us as contained in this document (as may be modified from time to time).

Google / Google Ads / Search Engine means Google and Google Ads except to the extent that you have specifically instructed us (and we have agreed to) manage your account in relation to a non-Google search engine in addition to (or in substitution of) Google.

You, Your / Account Holder means the person or company named as the client in this Agreement and (where applicable) the website or business that you have authority over.

We, Us / Digital Autopilot means The Trustee for The Digital Autopilot Trust ABN 61 681 105 410 trading as Digital Autopilot.

Initial Set up Fee: means the amount you pay us to research and establish your Google Ads account campaign(s) with Google as identified at item 1 of the Schedule. If it is an existing account campaign(s), this involves the review of the existing account campaign(s) data and structure, research and set up of a new account structure.

Management Fee: means the amount you pay us to manage your Google Ads account campaign(s) on a monthly basis by one of our pre-approved methods of payment as identified at item 2 of the Schedule.

Services: means the provision by us of consulting advice and/or management services for online marketing, including but not limited to Pay per click advertising, search engine optimisation, website design & development, copywriting and conversion optimisation.

Payment Terms

1. Setup fee: The Initial Set Up Fee is payable in full before the setup of your Google Ads account will begin.
2. Management Fee: The Management Fee for your Google Ads account will be charged in advanced on a monthly basis, unless we have agreed to another method.
3. Direct Debit: Digital Autopilot will automatically debit your supplied credit card monthly for the Google Ads management fee agreed unless you and we have agreed to charge the Management Fee using a different basis, method and/or timeframe.
4. Cancellation of our Services: Digital Autopilot reserves the right to stop managing your Google Ads account and terminate this Agreement at any time by written notice to you. If this occurs your Digital Autopilot monthly Management Fee will stop immediately and no further payments will be charged.
5. Suspension of our services: If you wish to suspend or cancel your Digital Autopilot management of your Google Ads account at any time then you agree to provide us with 30 days’ written notice.
6. Outstanding Amounts: Upon cancelling Digital Autopilot management, all amounts owing to Digital Autopilot will need to be paid in full; any outstanding amounts will be due within 7 business days of cancellation. All payments in this Agreement are Australian dollars and are GST exclusive. Digital Autopilot reserves the right to engage a debt collector at your expense if there are any unpaid invoices overdue by 60 days.
7. Account Ownership: You own your own Google account and associated data within the account. Whilst we will work on your Google Ads account, it remains yours.
8. Payment of your Google Account: You will pay Google directly for the costs of each click from your own Google account that we set up and manage for you. You authorise us to provide your credit card details to Google’s billing account settings for this purpose. You agree that we are not responsible or liable for any incorrect payments charged to you by Google. You agree that you will communicate directly with the relevant party should any incorrect charges be made on your credit card or to your bank account by Google.
9. No lock in Contracts: By signing this agreement you are not locking yourself into any contract or any minimum term. If you decide to cancel your management services you are required to give us 30 days’ notice in writing to info@digitalautopilot.com.au.
10. Access: By entering this Agreement with Digital Autopilot you give us permission to access your Google Ads or any other associated or relevant account. You are responsible for providing us with the correct credentials and for any changes, errors or omissions made by you or a third party to your Google Ads account. Digital Autopilot must be able to download a current copy of the account, before it is changed or removed; and we must have access to the account for the next 7 years should we require access for any legal (eg. trademark infringement) or taxation auditing purposes, and these rights transfer to any other agency that might take over that account.
11. Upload of content to your website: If you provide us with access to make changes to your website, you do so with the understanding that Digital Autopilot is not liable for any errors which may occur in these updates. It will be your responsibility to ensure that any images or content is in the correct format and free from any spelling or grammatical errors.
12. Set up of Google Ads Account: Digital Autopilot will use its best endeavors to set up your Google Ads accounts as soon as possible. Typically, this process is completed within 3-7 working days. However, in some cases it can take longer. During the initial set up we’ll require you to add code onto your website. This will be your responsibility to ensure you have the resources to do so. If Digital Autopilot is required to install the code or provide further instructions this may be charged at an additional hourly rate.
13. Additional services: At times we may present to you new ideas, solutions, methods or services that may benefit and contribute to the commercial objectives of your business. Pre-approval will be sought if any extra costs are associated with the aforementioned.
14. Pausing your account: Digital Autopilot may pause a campaign at any time for operational reasons. You may also request a pause in a campaign. No extra fees will be charged. A pause that extends longer than this period will become a cancellation and 30 days’ notice to cancel will apply.
15. Cancellation of Google Ads Account: Digital Autopilot management is a separate service from the “per click” fees that Google Ads will charge you. Cancellation of your management does not automatically stop your Google Ads advertising Digital Autopilot will not be liable for any amounts that Google Ads charges you following the cancellation of your management with Digital Autopilot and you are responsible for cancelling your Google Ads online advertising.
16. No Refunds. You understand and agree that you will not be entitled to any refunds of amounts already paid to Digital Autopilot (where you have paid for the services in advance) if you terminate this agreement and there is unspent balance relating to the provision of the services.
17. Your Data. Digital Autopilot collects, uses and stores personal information in accordance with its privacy policy which can be found at https://www.digitalautopilot.com.au/privacy-policy. In addition, you agree that Digital Autopilot may, from time to time, use your data to send you emails regarding updates, campaign updates, payment reminders, and marketing opportunities relating to Digital Autopilot.
18. No relationship between us and Google: Digital Autopilot is not Google, Google Ads, Facebook or Yahoo.
19. No guarantees: Unless specifically stated to the contrary in this Agreement, Digital Autopilot does not guarantee any particular rate of return or performance of any online advertising on Google Ads (including but not limited to any particular search results page/s or rankings).
20. Disclaimers: Digital Autopilot it not responsible for URLs dropped, rejected or excluded for any reason. Digital Autopilot will not be responsible for delays or failure of performance resulting from internet service provider delivery problems or failure, or any communication or delivery problems associated with the customer’s order details, such as incorrect email address or URL address.
21. Liability and Indemnification: Digital Autopilot is providing an internet marketing service for a competitive price. Digital Autopilot is not insuring or underwriting your chosen business model. You acknowledge that internet services are inherently subject to technical failures and disruptions from time to time. We are not responsible for any loss or injuries caused by the provision of the Services unless it was due to our negligence.  You agree to hold us harmless and reimburse us for loss and to defend us against any claim for losses or injury caused by the Services.  You agree to pay all our legal fees we may incur in defending any legal claim or proceedings as contemplated by this clause.
    1. You agree that the maximum liability of Digital Autopilot to you is the lesser of:-
       1. the sum of Setup Fees and Management Fees you have paid to Digital Autopilot, or
       2. the cost of re-supplying the online advertising services ; or

• the cost of rectifying the online advertising problem which has caused your loss.

22. Jurisdiction: These Terms and Conditions are governed by the law in force in the State of Victoria, Australia,.
23. Dispute Resolution: Before instituting any legal proceedings, You and Digital Autopilot (“the parties”) must first try and resolve any dispute that arises under this Agreement by:

(a)       providing notice to the other party of any complaint or breach that has arisen and request that the breach be rectified within 14 days from the date of the notice;

(b)    in the event the breaching party fails to rectify the breach, the parties must attempt to resolve their differences by mediation.

Only once these avenues of dispute resolution have been exhausted may the parties proceed to litigation to enforce their rights.

24. Modification to Terms and Conditions: These Terms and Conditions can be modified at any time by Digital Autopilot. You agree to continue to be bound by these Terms and Conditions as modified. You will be bound by any changes upon receiving notification from us of those changes.
25. Severable: If the whole or any part of a provision of these Terms and Conditions are void, unenforceable or illegal in a jurisdiction then such part shall be severed for that jurisdiction. The remainder of the Terms and Conditions has full force and effect and the validity or enforceability of that provision in any other jurisdiction is not affected. This clause has no effect if the severance alters the basic nature of the Terms and Conditions or is contrary to public policy.
26. We may subcontract to any party the performance of some of our obligations under this Agreement provided that Digital Autopilot remains primarily liable for the performance of those obligations and it is in the best interests of your campaign goals.
27. Your warranties: You warrant to us that you will use the services provided by Digital Autopilot under this Agreement for business purposes (and not predominantly personal, domestic or household use). You also warrant that:
    1. Your website complies with all relevant laws;
    2. Your website content is owned by you and that any information, logos, signs or other form of advertising material displayed on your website is not in breach of any copyright, trademark or intellectual property laws, whether in Australia or overseas.
    3. You are solely responsible for the contents of any advertisement you place on Google Ads;
    4. You have read and understood Google’s advertising policies to ensure your content complies with those policies.
28. Copyright in Google Ads: To the extent that Copyright subsists in any text that we create for your Google Ads account/s pursuant to this Agreement; we assign copyright in such text to you. For the avoidance of doubt, this clause does not assign copyright in any other materials that we may create for you outside the scope of this Agreement.

NB: If you elect not to sign/accept these terms and conditions and return it to us, you will still be bound by these terms if you continue to provide us with instructions.  If you don’t agree with anything in these terms & conditions, please let us know immediately in writing before we start working for you.